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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1996 Commission File Number 1-7233
STANDEX INTERNATIONAL CORPORATION
(Exact name of Registrant as specified in its Charter)
DELAWARE 31-0596149
(State of incorporation) (I.R.S. Employer Identification No.)
6 MANOR PARKWAY, SALEM, NEW HAMPSHIRE 03079
(Address of principal executive office) (Zip Code)
(603) 893-9701
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE
SECURITIES EXCHANGE ACT OF 1934:
Title of Each Class Name of Each Exchange on Which Registered
Common Stock, Par Value $1.50
Per Share New York Stock Exchange
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES X NO
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of
the Registrant at July 31, 1996 was approximately $374,347,200.
The number of shares of Registrant's Common Stock outstanding on
September 9, 1996 was 13,375,034.
Portions of the 1996 Annual Report to Stockholders of Registrant are
incorporated in Parts I, II and IV of this report. Portions of the Proxy
Statement of Registrant dated September 16, 1996 are incorporated in Part III
of this report.
_____________________________________________________________________________
_____________________________________________________________________________
PART I
ITEM 1. BUSINESS
Standex* is a diversified manufacturing and marketing company with
operations in three product segments: Graphics/Mail Order, Institutional and
Industrial. Standex was incorporated in 1975 and is the successor of a
corporation organized in 1955.
The business of the Company is carried on within the three segments by a
number of operating units, each with its own organization. The management of
each operating unit has responsibility for product development,
manufacturing, marketing and for achieving a return on investment in
accordance with the standards established by Standex. Overall supervision,
coordination and financial control are maintained by the executive staff from
its corporate headquarters located at 6 Manor Parkway, Salem, New Hampshire.
As of June 30, 1996, the Company had approximately 4,800 employees.
The principal products produced and services rendered by each of the
segments of Standex are incorporated herein by reference to pages 4 through
11 of the Annual Report to Stockholders for the fiscal year ended June 30,
1996 (the "1996 Annual Report"). Sales are made both directly to customers
and by or through manufacturers' representatives, dealers and distributors.
The major markets for the above products and services are as follows:
MAJOR PRODUCTS MAJOR MARKETS
Graphics/Mail Order
. Educational and religious
Publishing:
Standard Publishing religious Sunday schools, churches, vacation
periodicals, Sunday School Bible schools; chain of 19 Berean
literature and supplies bookstores
. Commercial Printing General commerce and industry
. Specialized commercial and government Manufacturers, advertisers,
forms and printing, election equipment department stores, magazines,
government and general industry
. Binding Systems and Office Supplies:
Wire-O and Mult-O machinery and Printers, publishers of checkbooks,
complete binding systems calendars, appointment books,
cookbooks, catalogs, manuals, etc.
*References in this Annual Report on Form 10-K to "Standex" or the "Company"
shall mean Standex International Corporation and its subsidiaries.
MAJOR PRODUCTS MAJOR MARKETS
Graphics/Mail Order (continued)
. Distribution of office supplies and General commerce and industry
furniture
. Mail Order:
Frank Lewis Grapefruit Club gift Direct to consumers
packages, Harry's Crestview Groves
grapefruit packages, grapefruit
juice, grapefruit sections, onions,
melons and roses
Institutional Products
. Food Service Equipment:
USECO food service equipment and Hospitals, schools, nursing homes,
patient feeding systems correctional facilities and
restaurants
Master-Bilt refrigerated beverage Hospitals, schools, fast food
cases, coolers and freezers; industry, restaurants, hotels,
Barbecue King ovens and baking clubs, supermarkets, beverage
equipment; Federal Industries bakery industry, bakeries, dairy and
and deli equipment; Mason convenience food chains
candlelamps; Coors restaurant china
and cookware; Red Goat waste
disposers; EPCO food racks; General
Slicing and Toastswell commercial
appliances
. Other Institutional Products:
Jarvis, Can-Am Casters and Wheels General industry, hospitals and
and PEMCO casters and wheels; supermarkets
industrial hardware
Snappy metal ducting and fittings Heating, ventilating and air
conditioning distributors
principally in Midwestern,
Southwestern and Western United
States
National Metal fabricated metal Restaurants, retail stores, office
products including Christmas tree furniture markets, stationary
stands, specialty hardware and metal supply houses and other industries
furniture
Williams chiropractic and traction Chiropractors and physical
tables and electrotherapy and therapists
ultrasound equipment (Zenith, Combi
and Intertron brands)
SXI Technologies develops and Transportation industry
markets advanced microprocessor
boards, monitoring data acquisition
and radio frequency identification
systems
Industrial Products
. Texturizing Systems:
Roehlen embossing rolls, machines General Industry (e.g. automotive,
and plates; Mold-Tech mold plastics, textiles, paper, building
engraving; Keller-Dorian print rolls products, synthetic materials,
appliances, business machines,
etc.)
. Metal and Machinery Products:
Procon rotary vane pumps Beverage industry, water
purification industry, industrial
heat exchanges and medical markets
Spincraft power metal spinning, OEMs, turbine and generator
custom forming components for manufacturers, U.S. Government,
aircraft engines, gas turbines, food handling, construction
military ordnance and similar machinery, etc.
products
Custom Hoists single and double Automotive, construction, textile,
acting telescopic and piston rod and paper industries
hydraulic cylinders; Perkins
converting and finishing machinery
and systems
. Electronics
Standex reed switches and relays; Telecommunications, consumer
EMI/RFI powerline filters; fixed and electronics, automotive, security
variable inductors and electronic systems, communications equipment,
assemblies; variable mica computers, instrumentation controls
capacitors; and tunable inductors
and micro coils
Van Products electrical connectors Air conditioning, refrigeration
Financial information on each of the product groups of Standex as well
as financial information of non-U.S. operations is incorporated by reference
to the note to the consolidated financial statements entitled Industry
Segment Information on page 21 of the 1996 Annual Report.
Raw Materials
Raw materials and components necessary for the fabrication of products and
the rendering of services for the Company are generally available from
numerous sources. The Company does not foresee any unavailability of
materials or components which would have any material adverse effect on its
overall business, or any of its business segments, in the near term.
Patents and Trademarks
The Company owns or is licensed under a number of patents and trademarks
in each of its product groups. However, the loss of any single patent or
trademark would not, in the opinion of the Company, materially affect any
segment.
Backlog
Backlog at June 30, 1996 and 1995 is as follows (in thousands):
1996 1995
Graphics/Mail Order............ $ 8,966 $ 8,238
Institutional.................. 27,799 33,516
Industrial..................... 32,022 33,151
Total $68,787 $74,905
Substantially all of the 1996 backlog is expected to be realized as sales
in fiscal 1997.
Competition
Standex manufactures and markets products many of which have achieved a
unique or leadership position in their market. However, the Company
encounters competition in varying degrees in all product groups and for each
product line. Competitors include domestic and foreign producers of the same
and similar products. The principal methods of competition are price,
delivery schedule, quality of services, product performance and other terms
and conditions of sale. During fiscal 1996, the Company invested $15,328,000
in new plant and equipment in order to upgrade facilities to become more
competitive in all segments.
International Operations
Substantially all international operations of the Company are related to
domestic operations and are included in all three product groups.
International operations are conducted at 33 plants, principally in Western
Europe. The industry segment information regarding non-U.S. operations on
page 21 of the 1996 Annual Report is incorporated herein by reference.
Research and Development
Due to the nature of the manufacturing operations of Standex and the types
of products manufactured, expenditures for research and development are not
material to any segment.
Environmental and Other Matters
To the best of its knowledge, the Company believes that it is presently in
substantial compliance with all existing applicable environmental laws and
does not anticipate that such compliance will have a material effect on its
future capital expenditures, earnings or competitive position.
ITEM 2. PROPERTIES
At June 30, 1996, Standex operated a total of 85 principal plants and
warehouses located through the United States, Western Europe, Canada,
Australia and Mexico. The Company owned 48 of the facilities and the balance
were leased. In addition, the Company operated 21 retail stores in various
sections of the United States, of which 20 were leased. The approximate
building space utilized by each product group of Standex at June 30, 1996 is
as follows (in thousands):
Area in Square Feet
Owned Leased
Graphics/Mail Order............ 584 362
Institutional.................. 1,467 740
Industrial..................... 847 196
General Corporate.............. 29 -
Total..................... 2,927 1,298
In general, the buildings are in good condition, are considered to be
adequate for the uses to which they are being put and are in regular use.
The Company utilizes machinery and equipment which is necessary to
conduct its operations. Substantially all of such machinery and equipment is
owned by Standex.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS
No matters were submitted to stockholders during the fourth quarter of
the fiscal year.
EXECUTIVE OFFICERS OF STANDEX
Name Age Principal Occupation During the Past Five Years
Thomas L. King 66 Chairman of the Board of the Company since January
1992; President of the Company from August 1984
to July 1994; and Chief Executive Officer of the
Company from July 1985 to June 1995.
Edward J. Trainor 56 Chief Executive Officer of the Company since July
1995; President of the Company since July 1994;
Chief Operating Officer of the Company from July
1994 to June 1995; Vice President of the Company
from July 1992 to July 1994; and President of
the Standex Institutional Products Group of the
Company from February 1987 to July 1994.
David R. Crichton 58 Executive Vice President/Operations of the Company
since June 1989.
Thomas H. DeWitt 54 Executive Vice President/Administration of the
Company since January 1987; and General Counsel
of the Company since October 1985.
Lindsay M. Sedwick 61 Senior Vice President of Finance/CFO of the
Company since January 1996; Vice President of
the Company from January 1990 to January 1996;
and Treasurer of the Company since January 1986.
Robert R. Kettinger 54 Corporate Controller of the Company since July
1991; and, prior thereto, Assistant Corporate
Controller of the Company.
Richard H. Booth 49 Corporate Counsel of the Company since June 1992
and Secretary of the Company since July 1992;
and, prior thereto, Vice President, General
Counsel and Secretary of Metcalf & Eddy
Companies, Inc., from May 1989 to November 1991.
The executive officers are elected each year by the Board of Directors to
serve for one-year terms of office. There are no family relationships between
any of the directors or executive officers of the Company.
PART II
ITEM 5. MARKET FOR STANDEX COMMON STOCK
AND RELATED STOCKHOLDER MATTERS
The principal market in which the Common Stock of Standex is traded is
the New York Stock Exchange. The high and low sales prices for the Common
Stock on the New York Stock Exchange and the dividends paid per Common Share
for each quarter in the last two fiscal years are incorporated by reference to
page 15 of the 1996 Annual Report. The approximate number of stockholders of
record on September 9, 1996 was 4,400.
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data for the five years ended June 30, 1996 is
incorporated by reference to the table entitled "Five-Year Financial Review"
on page 15 of the 1996 Annual Report. This summary should be read in
conjunction with the consolidated financial statements and related notes
included in the 1996 Annual Report on pages 16 through 23, and Exhibit 11
contained herein.
ITEM 7. MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Management's discussion and analysis of financial condition and results
of operations of the Company is incorporated by reference to pages 12 through
14 of the 1996 Annual Report.
ITEM 8. FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA
The information required by this item is incorporated by reference to
pages 15 through 24 of the 1996 Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
OF STANDEX
Certain information concerning the directors of the Company is
incorporated by reference to pages 2 through 6 and pages 17 and 18 of the
Proxy Statement of the Company, dated September 16, 1996 (the "1996 Proxy
Statement"). Certain information concerning the executive officers of the
Company is set forth in Part I under the caption "Executive Officers of
Standex."
ITEM 11. EXECUTIVE COMPENSATION
Information regarding executive compensation is incorporated by reference
to pages 11 through 16 of the 1996 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The stock ownership of each person known to Standex to be the beneficial
owner of more than 5% of its Common Stock and the stock ownership of all
directors and executive officers of Standex as a group are incorporated by
reference to pages 4 through 6 of the 1996 Proxy Statement. The beneficial
ownership of Standex Common Stock of all directors and executive officers of
the Company is incorporated by reference to pages 4 through 5 of the 1996
Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS
Information regarding certain relationships and related transactions is
incorporated by reference to pages 17 and 18 of the 1996 Proxy Statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements and Schedule
The financial statements and schedules listed in the accompanying index
to Financial Statements and Schedules are filed as part of this Annual Report
on Consolidated Form 10-K.
(b) Reports on Form 8-K
Standex filed no reports on Form 8-K with the Securities and Exchange
Commission during the last quarter of the fiscal year ended June 30, 1996.
(c) Exhibits
3. (i) Restated Certificate of Incorporation of Standex, dated
October 16, 1986, is incorporated by reference to the
exhibits to the Quarterly Report of Standex on Form 10-Q
for the fiscal quarter ended December 31, 1986.
(ii) By-Laws of Standex, as amended, and restated on July 27,
1994 are incorporated by reference to the exhibits to the
Annual Report of Standex on Form 10-K for the fiscal year
ended June 30, 1994 (the "1994 10-K").
4. (a) Agreement of the Company, dated September 15, 1981, to
furnish a copy of any instrument with respect to certain
other long-term debt to the Securities and Exchange
Commission upon its request is incorporated by reference
to the exhibits to the Annual Report of Standex on Form
10-K for the fiscal year ended June 30, 1981.
(b) Shareholder Rights Plan and Trust Indenture of the
Company is incorporated by reference to Amendment No. 1
to Form 8A filed with the Securities and Exchange
Commission on May 16, 1989 and the Form 8A filed with the
Securities and Exchange Commission on February 3, 1989.
10. (a) Employment Agreement, dated July 1, 1988, between the
Company and Thomas L. King is incorporated by reference
to the exhibits to the Annual Report of Standex on Form
10-K for the fiscal year ended June 30, 1988 (the "1988
10-K") and Agreement to Amend Employment Agreement dated
September 18, 1989 is incorporated by reference to the
exhibits to the Annual Report of Standex on Form 10-K for
the fiscal year ended June 30, 1990 ("1990 10-K").
(b) Employment Agreement - 1993 Amendment dated July 28, 1993
between the Company and Thomas L. King is incorporated by
reference to the exhibits to the Annual Report of Standex
on Form 10-K for the fiscal year ended June 30, 1993
("1993 10-K").
(c) Employment Agreement dated January 29, 1993, between the
Company and Thomas H. DeWitt is incorporated by reference
to the exhibits to the 1993 10-K.
(d) Employment Agreement dated January 29, 1993, between the
Company and David R. Crichton is incorporated by
reference to the exhibits to the 1993 10-K.
(e) Employment Agreement dated January 29, 1993, between the
Company and Lindsay M. Sedwick is incorporated by
reference to the exhibits to the 1993 10-K.
(f) Employment Agreement dated January 29, 1993, between the
Company and Edward J. Trainor is incorporated by
reference to the exhibits to the 1993 10-K.
(g) Standex International Corporation Profit Improvement
Participation Shares Plan as amended and restated on
April 26, 1995 is incorporated by reference to the
exhibits to the Annual Report of Standex on Form 10-K for
the fiscal year ended June 30, 1995 ("1995 10-K").
(h) Standex International Corporation Stock Option Loan Plan,
effective January 1, 1985, as amended and restated on
January 26, 1994, is incorporated by reference to the
exhibits to the 1994 10-K.
(i) Standex International Corporation Executive Security
Program, as amended and restated on July 27, 1994, is
incorporated by reference to the exhibits to the 1994
10-K.
(j) Standex International Corporation 1985 Stock Option Plan
effective July 31, 1985, as amended on October 30, 1990,
is incorporated by reference to the exhibits to the
Annual Report of Standex on Form 10-K for the fiscal year
ended June 30, 1991.
(k) Standex International Corporation Stock Appreciation
Rights Plan effective July 31, 1985, is incorporated by
reference to the exhibits to the 1985 10-K.
(l) Standex International Corporation Executive Life
Insurance Plan effective April 27, 1994 and amended on
April 24, 1996.
(m) Standex International Corporation 1994 Stock Option Plan
effective July 27, 1994 is incorporated by reference to
the exhibits to the 1994 10-K.
(n) Standex International Corporation Supplemental Retirement
Plan adopted April 26, 1995 and amended on July 26, 1995
is incorporated by reference to the exhibits to the 1995
10-K.
11. Computation of Per Share Earnings.
13. The Annual Report to Stockholders of the Company for the fiscal
year ended June 30, 1996 (except for the pages and information
thereof expressly incorporated by reference in this Form 10-K,
the Annual Report to Shareholders is provided solely for the
information of the Securities and Exchange Commission and is
not deemed "filed" as part of this Form 10-K).
21. Subsidiaries of Standex.
23. Independent Auditors' Consent.
24. Powers of Attorney of John Bolten, Jr., William L. Brown,
David R. Crichton, Samuel S. Dennis 3d, Thomas H. DeWitt,
Walter F. Greeley, Daniel B. Hogan, Thomas L. King, C. Kevin
Landry, H. Nicholas Muller, III, Ph.D., Sol Sackel, and Lindsay
M. Sedwick.
27. Financial Data Schedule.
(d) Schedule
The schedule listed in the accompanying Index to Financial Statements and
Schedule is filed as part of this Annual Report on Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Standex International Corporation has duly caused this
annual report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized, on September 17, 1996.
STANDEX INTERNATIONAL CORPORATION
(Registrant)
By: /s/ Edward J. Trainor
Edward J. Trainor, President/
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of Standex
International Corporation and in the capacities indicated on September 17,
1996:
Signature Title
/s/ Edward J. Trainor President/Chief Executive Officer
Edward J. Trainor
/s/ Lindsay M. Sedwick Senior Vice President/Chief Financial
Lindsay M. Sedwick Officer
/s/ Robert R. Kettinger Corporate Controller (Chief Accounting
Robert R. Kettinger Officer)
Edward J. Trainor, pursuant to powers of attorney which are being filed
with this Annual Report on Form 10-K, has signed below on September 17, 1996 as
attorney-in-fact for the following directors of the Registrant:
John Bolten, Jr. Daniel B. Hogan
William L. Brown Thomas L. King
David R. Crichton C. Kevin Landry
Samuel S. Dennis 3d H. Nicholas Muller, III, Ph.D.
Thomas H. DeWitt Sol Sackel
Walter F. Greeley Lindsay M. Sedwick
/s/ Edward J. Trainor
Edward J. Trainor
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
Page No. in
Annual Report
("AR")
Financial Statements
Statements of Consolidated Income for the
Years Ended June 30, 1996, 1995 and 1994...................... AR 16
Consolidated Balance Sheets at June 30, 1996 and 1995........... AR 17
Statements of Consolidated Stockholders' Equity for
the Years Ended June 30, 1996, 1995 and 1994.................. AR 16
Statements of Consolidated Cash Flows for
the Years Ended June 30, 1996, 1995 and 1994.................. AR 18
Notes to Consolidated Financial Statements...................... AR 19-23
Independent Auditors' Report relating to the
Consolidated Financial Statements and Notes thereto........... AR 24
Schedule
Schedule VIII Valuation and Qualifying Accounts.............. 15
Independent Auditors' Report relating to the Schedule........... 14
Schedules (consolidated) not listed above are omitted because of the
absence of conditions under which they are required or because the required
information is included in the financial statements submitted.
INDEX TO ITEMS INCORPORATED BY REFERENCE
Page No. in
Annual Report
("AR") or Proxy
Statement ("P")
PART I
Item 1 Business........................................... AR 4-11
Industry Segment Information....................... AR 21
INDEX TO ITEMS INCORPORATED BY REFERENCE
Page No. in
Annual Report
("AR") or Proxy
Statement ("P")
PART II
Item 5 Market for Standex Common Stock and Related
Stockholder Matters.............................. AR 15
Item 6 Selected Financial Data............................ AR 15
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations.............. AR 12-14
Item 8 Financial Statements and Supplementary Data........ AR 15-24
PART III
Item 10 Directors and Executive Officers of Standex........ P 2-6; 17-18
Item 11 Executive Compensation............................. P 11-16
Item 12 Security Ownership of Certain Beneficial Owners and
Management....................................... P 46
Item 13 Certain Relationships and Related Transactions..... P 17-18
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
STANDEX INTERNATIONAL CORPORATION
Salem, New Hampshire
We have audited the consolidated financial statements of Standex
International Corporation and subsidiaries as of June 30, 1996 and 1995,
and for each of the three years in the period ended June 30, 1996, and
have issued our report thereon dated August 19, 1996; such financial
statements and report are included in your 1996 Annual Report to
Stockholders and are incorporated herein by reference. Our audits also
included the financial statement schedule of Standex International
Corporation and subsidiaries, listed in Item 14. This financial
statement schedule is the responsibility of the Corporation's
management. Our responsibility is to express an opinion based on our
audits. In our opinion, such financial statement schedule, when
considered in relation to the basic financial statements taken as a
whole, presents fairly in all material respects the information set
forth therein.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Boston, Massachusetts
August 19, 1996
Schedule VIII
STANDEX INTERNATIONAL CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended June 30, 1996, 1995 and 1994
Column A Column B Column C Column D Column E
Balance at Additions
Beginning Charged to Costs Charged to Balance at
Description of Year and Expenses Other Accounts Deductions End of Year
Allowances deducted from assets to
which they apply--for doubtful
accounts receivable:
June 30, 1996................... $2,853,681 $1,105,008 $(1,292,684) (1) $2,666,005
June 30, 1995................... $2,587,145 $1,427,588 $(1,161,052) (1) $2,853,681
June 30, 1994................... $2,666,975 $1,486,902 $(1,566,732) (1) $2,587,145
(1) Accounts written off--net of recoveries.
INDEX TO EXHIBITS
PAGE
10. (l) Standex International Corporation Executive Life
Insurance Plan as amended on April 24, 1996 ................
11. Computation of Per Share Earnings ..........................
13. The Annual Report to Stockholders of the Company for the
fiscal year ended June 30, 1996 (except for the pages and
information thereof expressly incorporated by reference
in this Form 10-K, the Annual Report to Shareholders is
provided solely for the information of the Securities and
Exchange Commission and is not deemed "filed" as part of
this Form 10-K) ............................................
21. Subsidiaries of Registrant .................................
23. Independent Auditors' Consent ..............................
24. Powers of Attorney of John Bolten, Jr., William L. Brown,
David R. Crichton, Samuel S. Dennis 3d, Thomas H. DeWitt,
Walter F. Greeley, Daniel B. Hogan, Thomas L. King,
C. Kevin Landry, H. Nicholas Muller, III, Ph.D.,
Sol Sackel, and Lindsay M. Sedwick .........................
27. Financial Data Schedule ....................................